FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Smoak Randolph   2. Issuer Name and Ticker or Trading Symbol Cogdell Spencer Inc. [CSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4401 BARCLAY DOWNS DRIVE SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2012 (Street) CHARLOTTE, NC 28209 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/02/2012   D(1)(2)   25,896 D $ 4.25 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Partnership Units (3)

(3)

04/02/2012

D(1)(3)

15,627

(3)

(3)

Common Stock

15,627

$ 0 (3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smoak Randolph 4401 BARCLAY DOWNS DRIVE SUITE 300 CHARLOTTE, NC 28209	X

Signatures

/s/ Charles M. Handy, Attorney-in-Fact		04/02/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On December 24, 2011, Cogdell Spencer Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cogdell Spencer LP (the "Operating Partnership" or "OP"), Ventas, Inc., TH Merger Corp, Inc. ("MergerSub"), and TH Merger Sub, LLC ("OP MergerSub"). The Merger Agreement provides for the merger of the Company with MergerSub (the "Merger") and the merger of OP MergerSub with and into the OP (the "Partnership Merger").
(2)	Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock (the "Common Stock") automatically converted into the right to receive the per share merger consideration of $4.25 in cash.
(3)	Consists of 8,982 limited partnership interests in the Operating Partnership ("OP Units") and 6,645 long-term incentive plan units of OP Units ("LTIP Units"). Pursuant to the Merger Agreement, at the effective time of the Partnership Merger, each OP Unit automatically converted into the right to receive the per share merger consideration of $4.25 in cash, and each LTIP Unit automatically converted into an OP Unit, or fraction thereof, based on the adjusted capital account balance allocable to such LTIP Unit immediately prior to the Partnership Merger, which in turn converted into the right to receive the per share merger consideration of $4.25 in cash.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.